exhibit1013-uksubxplan






  WEJ1_1_756782_1  Neither this document, nor any offer letter connected with it, is an approved prospectus for  the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”)  and no offer of transferable securities to the public (for the purposes of section 102B of  FSMA) is being made in connection with the UK Sub-Plan to the Wejo Group Limited  2021 Equity Incentive Plan (the “Sub-Plan”).  The Sub-Plan is exclusively available to  bona fide UK employees and former employees of Wejo Group Limited or any of its  subsidiaries.      UK SUB-PLAN TO THE   WEJO GROUP LIMITED 2021 EQUITY INCENTIVE PLAN    Additional terms and conditions for Awards received by Participants tax resident in the  UK, pursuant to Section 14.20 of the Wejo Group Limited 2021 Equity Incentive Plan (the  “Parent Plan”).     1. The purpose of this Sub-Plan is to provide incentives for UK Employees (as  defined below) through the grant of Awards over shares of Common Shares  (“Shares”).  2. This Sub-Plan shall apply to all UK Employees. In the event that an Employee  becomes a UK Employee subsequent to the grant of an Award under the Plan,  then such Award shall immediately and automatically be amended in a manner  consistent with this Sub-Plan unless otherwise determined by the Committee.   3. Capitalized terms used in this Sub-Plan are defined in the Parent Plan, subject  to the provisions of this Sub-Plan.  4. Any Options granted under this Sub-Plan shall be designated as Non-tax  advantaged Options.  5. This Sub-Plan is governed by the Parent Plan and all its provisions shall be  identical to those of the Parent Plan SAVE THAT (i) “Sub-Plan” shall be  substituted for “Plan” where applicable and (ii) the following provisions shall  be as stated in this Sub-Plan in order to accommodate the specific requirements  of the laws of England and Wales:   6. SECTION 2: Definitions  The following definition shall be amended to read:  “Eligible Person” means any Employee.  “Plan” means the Parent Plan as modified by this UK Sub-Plan.  “Service” means a Participant’s employment with the Company or any Group  Company.  The following definitions shall be added for the purposes of the UK Sub-Plan:  





 






  WEJ1_1_756782_1  “Employee” means an employee or full-time director of the Company or any Group  Company.  “Group” has the meaning given to that word in section 421 of the UK Financial  Services and Markets Act 2000, and “Group Company” shall be construed  accordingly.  “HMRC” means HM Revenue & Customs.  “ITEPA” means the Income Tax (Earnings and Pensions) Act 2003.  “Joint Election” means an election (in such terms and such form as provided in  paragraphs 3A and 3B of Schedule 1 to the Social Security Contributions and  Benefits Act 1992), which has been approved by HMRC for the transfer of the  whole of or any liability of the Secondary Contributor for any Secondary NIC  Liability.  “Non-tax advantaged Option” shall mean an Option over Shares that is neither an  option granted pursuant to a CSOP scheme under Schedule 4 ITEPA nor an  enterprise management incentive (EMI) option which meets the requirements of  Schedule 5 ITEPA.  “Personal Representative” shall mean the personal representative(s) of a UK  Employee (being either the executors of his or her will or if he or she dies intestate  the duly appointed administrator(s) of his or her estate) who have provided to the  Committee evidence of their appointment as such.  “Secondary Contributor” shall mean a person or company who has a liability to  account (or pay) the Secondary NIC Liability to HMRC.  “Secondary NIC Liability” shall mean any liability to employer’s Class 1 National  Insurance contributions to the extent arising from the grant, vesting, exercise,  release or cancellation of an Award or arising out of the acquisition, vesting,  retention and/or disposal of the Shares acquired pursuant to an Award, where such  liability may be recovered from the Eligible Person by the Secondary Contributor  under paragraph 3A of Schedule 1 to the Social Security Contributions and Benefits  Act 1992 or transferred to the Eligible Person under paragraph 3B of Schedule 1 to  the Social Security Contributions and Benefits Act 1992.  “Section 431 Election” shall mean an election made under section 431 of ITEPA.  “Taxable Event” shall mean any occasion on which a UK Tax Liability and/or  Secondary NIC Liability arises in connection with an Award or any Shares acquired  under an Award, including but not limited to the grant, vesting, exercise,  assignment, release, cancellation or other disposal of an Award, or arising out of the  acquisition, vesting, retention and/or disposal of the Shares subject to or comprising  an Award, or otherwise pursuant to an award of Shares under the Plan.   “UK Employee” means an Employee who is resident in the United Kingdom for  United Kingdom tax purposes, or otherwise within the scope of United Kingdom  taxation on employment income as a result of duties performed in the United  Kingdom.  





 






  WEJ1_1_756782_1  “UK Tax Liability” shall mean any liability or obligation of the Company and/or  any Group Company to account (or pay) for income tax (under the United Kingdom  withholding system of PAYE (pay as you earn)) or any other taxation provisions  and primary class 1 National Insurance contributions in the United Kingdom to the  extent arising from the grant, exercise, vesting, assignment, release, cancellation or  any other disposal of an Award, or arising out of the acquisition, vesting, retention  and/or disposal of the Shares subject to or comprising an Award, or otherwise  pursuant to an award of Shares under the Plan.  7. SECTION 4: Shares Subject to the Plan  7.1 For the purposes of the UK Sub-Plan, Section 4.4 of the Parent Plan shall be  deleted.  8. SECTION 6: Share Options  8.1 For the purposes of the UK Sub-Plan, Section 6.5.(ii)(A) of the Parent Plan shall be  deleted.  8.2 For the purposes of the UK Sub-Plan, Section 6.6 of the Parent Plan shall read as  follows:  “6.6 Non-transferability of Share Options. All Share Options shall be  nontransferable except upon the Participant’s death to the Participant’s Personal  Representative. Upon any attempt to sell, transfer, pledge, assign or otherwise  alienate or hypothecate a Share Option granted under this Plan, such option shall  automatically become null and void and of no further force and effect.”   9. SECTION 7: Share Appreciation Rights   9.1 For the purposes of the UK Sub-Plan, Section 7.1 of the Parent Plan shall read as  follows:  “7.1 Grant of Share Appreciation Rights.  Share Appreciation Rights may be  granted to any Eligible Person selected by the Committee.  Share Appreciation  Rights may be granted on a basis that allows for the exercise of the right by the  Participant, or that provides for the automatic exercise or payment of the right upon  a specified date or event.  Share Appreciation Rights shall be non-transferable,  except upon the Participant’s death to the Participant’s Personal Representative.   All Share Appreciation Rights granted under the Plan are intended to comply with  or otherwise be exempt from the requirements of Section 409A of the Code, to the  extent applicable.”  9.2 For the purposes of the UK Sub-Plan, an additional sentence shall be added at the  end of Section 7.3 of the Parent Plan:  “In the event that the Committee wishes to pass the cost of Secondary NIC Liability  in respect of a Share Appreciation Right to a Participant, the Committee must  specify on or before the grant of the relevant Share Appreciate Right that payment  in respect of that Share Appreciate Right may be made only in Common Shares and  may not be made in cash.”   





 






  WEJ1_1_756782_1  10. SECTION 8: Restricted Share Awards   10.1 For the purposes of the UK Sub-Plan, the first sentence of Section 8.3 of the Parent  Plan shall read as follows:  “Shares granted under any Restricted Share Award may not be transferred, assigned  or subject to any encumbrance, pledge or charge until all applicable restrictions are  removed or have expired, except that in the event of the Participant’s death the  Participant’s Restricted Share Award shall pass to the Participant’s Personal  Representative.”  10.2 For the purposes of the UK Sub-Plan, Section 8.5 of the Parent Plan shall be  replaced with the following:  “8.5 Section 431 Election.  The Committee may provide in the Participant’s  Award Agreement that the grant of the Restricted Share Award is conditional upon  the Participant making or refraining from making a Section 431 Election with  respect to the Shares acquired pursuant to such Restricted Share Award. If a UK  Employee makes a Section 431 Election in respect of the acquisition of any Shares  under an Award Agreement, such election shall be made no later than fourteen (14)  days from the date of acquisition of the Shares.”   11. SECTION 9: Restricted Share Units   11.1 For the purposes of the UK Sub-Plan, the final sentence of Section 9.1 of the Parent  Plan shall read as follows:  “Restricted Share Units shall be non-transferable, except upon the Participant’s  death to the Participant’s Personal Representative.”  11.2 For the purposes of the UK Sub-Plan, an additional sentence shall be added at the  end of Section 9.3 of the Parent Plan:  “In the event that the Committee wishes to pass the cost of Secondary NIC Liability  in respect of Restricted Share Units to a Participant, the Committee must specify on  or before the grant of the relevant Restricted Share Units that payment in respect of  that Restricted Share Units may be made only in Common Shares and may not be  made in cash.”   12. SECTION 14: General Provisions   12.1 For the purposes of the UK Sub-Plan, Section 14.(3) of the Parent Plan shall be  deleted.  12.2 For the purposes of the UK Sub-Plan, the following wording shall be added at the  end of Section 14.4 of the Parent Plan:  “The rights and obligations of any individual under the terms of his or her office or  employment with the Company or any Group Company shall not be affected by his or  her participation in the Plan or any right which he or she may have to participate in it.   An individual who participates in the Plan waives any and all rights to  compensation or damages in consequence of the termination of his or her office or  





 






  WEJ1_1_756782_1  employment for any reason whatsoever (whether or not such termination is  wrongful or unfair) insofar as those rights arise or may arise from his or her ceasing  to have rights under an Award as a result of such termination.”   12.3 For the purposes of the UK Sub-Plan, Section 14.11 of the Parent Plan shall be  replaced with the following:  “14.11 Tax Withholding  “(a) The Participant shall be responsible for payment of any taxes or similar  charges required by law to be paid or withheld from an Award or an amount paid in  satisfaction of an Award.  Any required withholdings shall be paid by the  Participant on or prior to the payment or other event that results in taxable income  in respect of an Award.  The Award Agreement may specify the manner in which  the withholding obligation shall be satisfied with respect to the particular type of  Award, provided that such method shall not which may include having the  Company withhold a number of Common Shares having a value in each case up to  the maximum statutory tax rates in the applicable jurisdiction or as the Committee  may approve in its discretion (provided that such withholding does not result in  adverse tax or accounting consequences to the Company), or similar charge  required to be paid or withheld, but shall not include permitting the Participant to  elect to satisfy the withholding obligation by tendering Common Shares to the  Company.  The Company shall have the power and the right to require a Participant  to remit to the Company the amount necessary to satisfy federal, state, provincial  and local taxes, domestic or foreign, required by law or regulation to be withheld,  and to deduct or withhold from any Common Shares deliverable under an Award to  satisfy such withholding obligation.   “(b) No obligation shall arise upon the Company to issue or transfer Shares or  procure the issue or transfer of Shares and/or do any other thing in relation to a UK  Employee or Participant under or in connection with this Sub-Plan (together  “Grantor Action”) unless and until the Committee is satisfied in its absolute  discretion that such UK Employee or Participant:  (a) has made payment, or has made arrangements satisfactory to the Committee  for the payment to the Company and/or to any other Group Company, of  such sum as is sufficient to settle any UK Tax Liability which arises as a  result of such Grantor Action or the exercise of an Option; or  (b) has entered into an agreement with the Company and/or any such other  Group Company (in a form satisfactory to the Committee) to ensure that  such a payment is made.  “(c) The Committee may provide in an Award Agreement that the grant,  satisfaction, vesting or exercise of such Award (or any portion thereof) is  conditional upon the UK Employee making or refraining from making a Section  431 Election with respect to the Shares acquired pursuant to the exercise or vesting  of such Award.  If a UK Employee makes a Section 431 Election in respect of the  acquisition of any Shares under an Award Agreement, such election shall be made  no later than fourteen (14) days from the date of acquisition of the Shares.  





 






  WEJ1_1_756782_1  “(d) The Committee may provide in an Award Agreement that the grant,  satisfaction, vesting or exercise of such Award (or any portion thereof) is  conditional upon the UK Employee either making a Joint Election, or indemnifying  the Company and/or any other Group Company in respect of any Secondary NIC  Liability, with respect to the Shares acquired pursuant to the Award Agreement.”  12.4 For the purposes of the UK Sub-Plan, a new Section 14.21 shall be added as  follows:  “No term of the Plan shall be construed so as to require the Company or the  Committee to grant, or alter the terms of, any Award to a UK Employee so as to  confer any “tax-advantaged” status on that Award for United Kingdom tax  purposes.”    UK Sub-Plan adopted November 19, 2021